Wechsler & Co., Inc. - Page 41

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         return, maintaining:  “This rate of return would be highly                   
         satisfactory to most equity investors.”9                                     
                   2.  Paul R. Dorf                                                   
              Mr. Dorf is managing director of Compensation Resources,                
         Inc., which he describes as a human resources consulting firm                
         specializing in compensation consulting.  He has 40 years of                 
         human resources and compensation experience, including 10 years              
         in various positions as an executive with a number of                        
         corporations and 25 years heading the executive compensation                 
         consulting businesses of several major accounting and                        
         actuarial/benefit consulting firms.                                          
              Mr. Dorf could not find any broker-dealers that were                    
         reasonably comparable to petitioner.  Mr. Dorf testified that, in            
         his research, he found no published surveys or publicly available            
         data with respect to companies similarly situated and of similar             
         size to petitioner.  He testified that, although, private                    
         companies similar to petitioner might exist, generally data on               
         such private companies is not available.  He stated that, in the             
         absence of data on companies reasonably comparable to petitioner,            
         he would analyze the reasonableness of Mr. Wechsler’s                        
         compensation on the basis of other factors in the multifactor                
         test used by the courts, the financial and other available                   

               9  Mr. Matthews concedes that the compound growth rate fell            
          in fiscal 1999, but he states that it “recovered dramatically” in           
          2000.                                                                       





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